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Auditor Report of Amrit Corp. Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of AMRIT CORP. LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control relevant to the Company''s

preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2015;

(b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. In our opinion and to the best of our information and according to the explanations given to us, the Companies (Auditor''s Report) Order, 2015 issued by the Central Government of India in terms of section 143 (11) of the Act as give in the annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b. in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c. the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e. on the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

f. with respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. the Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 29 to the financial statements;

ii. the Company has made necessary provision in its financial statements under the applicable law or accounting standards, wherever required;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure to Independent Auditors'' Report Referred to in Paragraph 1 under the heading of "report on other legal and regulatory requirements" of our report of even date

1. (a) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The company has a phased programme of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. In accordance with such programme, the management has physically verified its fixed assets during the year and no material discrepancies were noticed by them and the same have been properly dealt with in the books of account.

2. (a) According to the information and explanations given to us, physical verification of inventories are conducted by the management at periodic intervals.

(b) The procedures followed by the company for physical verification of inventories are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification as compared to book records.

3. (a) The Company has not granted any loans, secured

or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Consequently, sub-clauses 3(b) & (c) are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventories and fixed assets and for the sale of goods and services. We have not observed any continuing failure to correct major weaknesses in internal controls during the course of our audit.

5. In our opinion and according to the information and explanations given to us, the company has complied with the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under, wherever applicable with regard to deposits during the year. In accordance with the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal, which has not been complied with. In terms of provisions of Section 73 of the Companies Act, 2013, the Company has discontinued the Public Deposit Scheme and repaid all outstanding deposits amounting to Rs.202.02 lacs together with accrued interest thereon before 31st March, 2015.

6. In accordance with the information given by the management the maintenance of cost records has not been prescribed by the Central Government under section 148 (1) of the Companies Act, 2013.

7. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the company is regular in depositing the undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, duty of customs, duty of excise, value added tax, cess and any other

statutory dues as applicable with the appropriate authorities. According to the information and explanations given to us, there was no undisputed amounts payable in respect of the above dues which were outstanding as at 31st March, 2015 for a period of more than six months from the date of their becoming payable.

(b) According to the information and explanations given to us, the particulars of the dues outstanding of income tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues which have not been deposited on account of any disputes, are as under:

Name Nature of dues Amount (Rs.) Forum where of the dispute is statutes pending

Income Withdrawal of Rs. 2,48,60,926/- High Court Tax investment Allahabad Act, 1961 Allowance & other and other Appellate disallowances Authorities

(c) According to the information and explanations given to us the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has been transferred to such fund within time.

8. The company has no accumulated losses as at 31st March, 2015 and has not incurred any cash losses during the financial year ended 31st March, 2015 and in the immediately preceding financial year also the company has not incurred the cash losses.

9. As per information and explanation given to us, the company has not, during the year, defaulted in the re-payment of dues to financial institution or bank or debenture holders.

10. According to the information and explanations given to us, the company has not given any guarantees for loans taken by others from banks or financial institutions during the year.

11. According to the information and explanations given to us, the term loan has been obtained by the company. The term loans raised during the year have been applied for the purposes for which they were raised.

12. During the course of our examination of the books and records of the company and according to the information & explanations given to us, there were no frauds on or by the company, noticed or reported during the course of our audit for the year ended 31st March, 2015.

For V SAHAI TRIPATHI & CO

Chartered Accountants

Firms Registration No.000262N

(Adarsh Agrawal)

Place : Noida Partner

Date : 13th May, 2015 Membership No. 092249


Mar 31, 2014

We have audited the accompanying financial statements of AMRIT CORP. LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;

(b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date, and

(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003("the Order") issued by the Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure to the Independent audit report.

2. As required by Section 227(3) of the Act, we report that:

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013.

(e) On the basis of the written representations received from the directors as on 31st March, 2014 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2014 from being appointed as a director in terms of section 164(2) of the Companies Act, 2013 (corresponding to Section 274(1)(g) of the Act).

Annexure to Independent Auditors'' Report Referred to in Paragraph 1 under the heading of "report on other legal and regulatory requirements" of our report of even date

1. (a) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The company has a phased programme of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. In accordance with such programme, the management has physically verified its fixed assets during the year and no material discrepancies were noticed by them.

(c) During the year, there was no substantial disposal of fixed assets.

2. (a) According to the information and explanations given to us, physical verification of inventories is conducted by the management at periodic intervals. These intervals are reasonable having regard to the size of the company and the nature of its inventories.

(b) The procedures followed by the company for physical verification of inventories are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification as compared to book records.

3. (a) The Company has granted unsecured loans amounting to Rs. 3,92,50,000/-to two (2) companies covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year in respect of aforesaid two parties is Rs.3,92,50,000/- and the year-end balance of the said two loan amount is Rs.15,00,000/-.

(b) The rate of interest and other terms & conditions of the unsecured loan given by the Company are not prima-facie prejudicial to the interest of the company;

(c) The unsecured loans are regularly serviced as per agreed terms;

(d) There is no overdue amount in respect of the said unsecured loans;

(e) The Company has not taken any loan from the companies covered in the register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. There was no continuing failure to correct major weaknesses in internal controls noticed by us during the course of our audit.

5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion and according the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding the value of Rs. five lacs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the company has complied with the directives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant provisions of the Act and the Rules framed there-under, wherever applicable with regard to the deposits accepted during the year. In accordance with the information and explanations given to us, there were no orders passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other "Tribunal" which have not been complied with.

7. In our opinion the company has an internal audit system which is commensurate with the size and nature of its business.

8. Under the Companies (Cost Accounting) Rules, 2011, the company is required to maintain cost records w.e.f. 1st April, 2011 in respect of milk processing. We have broadly reviewed the books of accounts maintained by the Company, pursuant to the rules prescribed by the Central government for the maintenance of cost records under Section 209(1)(d) of the Companies Act,1956 read with Companies (Cost Accounting) Rules, 2011 and are of the opinion that prima facie the prescribed accounts and records have been maintained . We have not however made a detailed examination of such accounts and records.

9. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, in our opinion the company is regular in depositing the undisputed statutory dues including provident fund, investor education & protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and any other material statutory dues as applicable with the appropriate authorities. According to the information and explanations given to us, there were no undisputed amounts payable in respect of the above dues which were outstanding as at 31st March, 2014 for a period of more than six months from the date of becoming payable.

(b) According to the records of the company examined by us, the particulars of the dues outstanding of income tax, sale tax, wealth tax, service tax, custom duty, excise duty and cess as at 31st March, 2014 which have not been deposited on account of disputes, are as under:

Name Nature of dues Amount (Rs.) Forum where of the dispute is statutes pending

Income Withdrawal of Rs. 2,35,71,688/- High Court Tax investment Allahabad Act, 196 Allowance and other disallowances

10. The company has no accumulated losses as at 31st March, 2014 and has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. The company has not during the year defaulted in the re-payment of dues to the bank. The company has no loans from financial institutions nor has it issued any debentures.

12. The company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

14. According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments.

15. In our opinion, and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year. There is no corporate guarantee which is outstanding at the end of the year. Accordingly, clause 4(xv) of the order is not applicable.

16. The company has not obtained term loan from bank during the year ending 31st March, 2014.

17. According to the information and explanation given to us, in our opinion, there are no funds raised on a short term basis which have been used for long term investment.

18. During the year, the company has not made any preferential allotment of share to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, clause 4(xviii) of the order is not applicable.

19. The company has not issued any debentures. Accordingly, clause 4(xix) of the order is not applicable.

20. The company has not raised any money by way of public issue during the year. Accordingly, clause 4(xx) of the order is not applicable.

21. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor we have been informed of such case by the management.

For V SAHAI TRIPATHI &CO Chartered Accountants Firms Registration No.000262N

(Adarsh Agrawal)

Place : Noida Partner

Date : 27th May, 2014 Membership No. 092249


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of AMRIT CORP. LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March , 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about wheth- er the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies usedandthereasonablenessoftheaccountingestimates made by the Management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2013;

(b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date, and

(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that:

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act.

(e) On the basis of the written representations received from the directors as on 31st March, 2013 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

Annexure to Independent Auditors'' Report

(Referred to in Paragraph 1 under the heading of "report on other legal and regulatory requirements" of our report of even date)

1. (a) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The company has a phased programme of physical verification of its fixed assets which,

in our opinion, is reasonable having regard to the size of the company and the nature of its assets. In accordance with such programme, the management has physically verified its fixed assets during the year and no material discrepancies were noticed by them.

(c) During the year, there was no substantial disposal of fixed assets.

2. (a) Accordingtothe information and explanations given to us, physical verification of inventories is conducted by the management at periodic intervals. These intervals are reasonable having regard to the size of the company and the nature of its inventories.

(b) The procedures followed by the company for physical verification of inventories are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification as compared to book records.

3. (a) The company has granted unsecured loans amounting to Rs. 4,12,50,000/- to two (2) companies covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year in respect of aforesaid two parties is Rs. 4,12,50,000/- and the year-end balance of the said two loan amount is Rs. 3,92,50,000/-.

(b) The rate of interest and other terms & conditions of the unsecured loan given by the Company are not prima-facie prejudicial to the interest of the company;

(c) The unsecured loans are regularly serviced as per agreed terms;

(d) There is no overdue amount in respect of the said unsecured loans;

(e) The company has not taken any loan from the companies covered in the register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. There was no continuing failure to correct major weaknesses in internal controls noticed by us during the course of our audit.

5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion and according the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding the value of Rs. five lacs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the company has complied with the directives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant provisions of the Act and the Rules framed there-under, wherever applicable with regard to the deposits accepted during the year. In accordance with the information and explanations given to us, there were no orders passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other "Tribunal" which have not been complied with.

7 In our opinion the company has an internal audit system which is commensurate with the size and nature of its business.

8. Under the Companies (Cost Accounting) Rules, 2011, the company is required to maintain cost records w.e.f. 1st April, 2011 in respect of milk processing. We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules prescribed by the Central government for the maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956 read with Companies (Cost Accounting) Rules, 2011 and are of the opinion that prima facie the prescribed accounts and records have been maintained . We have not however made a detailed examination of such accounts and records.

9. (a) According to the information and

explanations given to us and on the basis of our examination of the books of account, in our opinion the company is regular in depositing the undisputed statutory dues including providentfund.investoreducation&protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and any other material statutory dues as applicable with the appropriate authorities. According to the information and explanations given to us, there were no undisputed amounts payable in respect of the above dues which were outstanding as at 31st March, 2013 for a period of more than six months from the date of becoming payable.

10. The company has no accumulated losses as at 31st March, 2013 and has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. The company has not during the year defaulted in the re-payment of dues to the bank. The company has no loans from financial institutions nor has it issued any debentures.

12. The company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

14. According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments.

15. In our opinion, and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year. There is no corporate guarantee which is outstanding at the end of the year. Accordingly clause 4(xv) of the order is not applicable.

16. The company has not obtained term loan from bank during the year ending 31st March, 2013.

17. According to the information and explanation given to us, in our opinion, there are no funds raised on a short term basis which have been used for long term investment.

18. During the year, the company has not made any preferential allotment of share to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, clause 4(xviii) of the order is not applicable.

The company has not issued any debentures. Accordingly, clause 4(xix) of the order is not applicable.

20. The company has not raised any money by way of public issue during the year. Accordingly, clause 4(xx) of the order is not applicable.

21. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor we have been informed of such case by the management.

for & on behalf of

V. SahaiTripathi & Co.

Chartered Accountants

Firms Registration No.000262N

(ADARSH AGRAWAL)

Place: Noida Partner

Date: 21st May, 2013 Membership No. 092249


Mar 31, 2012

1. We have audited the attached Balance Sheet of Amrit Corp. Limited as at 31st March, 2012, Statement of Profit and Loss Account and also Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the management of the company. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report) Order, 2003, issued by the Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanation given to us, we set out in the Annexure, a statement on the matters specified in paragraph 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

ii) In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books;

iii) The Balance Sheet, Statement of Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

iv) In our opinion, the Balance Sheet and Statement of Profit & Loss Account dealt with by this Report have been prepared in compliance with the applicable accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956, to the extent applicable;

v) On the basis of information and explanations given to us and representations received from all the Directors of the Company and taken on record by the Board of Directors, we report that there is no Director of the Company who, as at 31st March, 2012, is disqualified u/s 274 (1) (g) of the Companies Act, 1956, from being appointed as Director; and

vi) In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and Statement of Profit and Loss Account, read together with the significant accounting policies along with the notes to accounts forming part of financials, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2012;

b) In the case of Statement of Profit and Loss Account, of the Profit for the year ending March 31st 2012;

c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO AUDITORS' REPORT

(Referred to in paragraph (3) of our Report of even date)

Annexure referred to in paragraph (3) of Auditors' Report to the members of Amrit Corp. Limited on the financial statements for the year ended March 31, 2012

1. (a) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The company has a phased programme of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. In accordance with such programme, the management has physically verified its fixed assets during the year and no material discrepancies were noticed by them.

(c) During the year, there was no substantial disposal of fixed assets. However, the company sold the Trademark 'Gagan' used in hydrogenated vegetable oils and edible refined oils to Bunge India Pvt. Ltd. ('Bunge') for a lump sum consideration of Rs. 10,450 lacs. The Trademark 'Gagan' was licensed to Amrit Banaspati Company Ltd. ('ABCL') and since, ABCL decided to exit the Edible Oils Business and sold the same on slump sale basis and as a going concern to Bunge, the said Trademark 'Gagan', being an integral part of Edible Oils Business of ABCL, was also purchased by Bunge.

2. (a) According to the information and explanations given to us, physical verification of inventories is conducted by the management at periodic intervals. These intervals are reasonable having regard to the size of the company and the nature of its inventories.

(b) The procedures followed by the company for physical verification of inventories are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification as compared to book records.

3. (a) The company has granted unsecured loans amounting to Rs. 424.50 lacs to two (2) companies covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year in respect of aforesaid two parlies is Rs. 424.50 lacs and the year-end balance of the said two loan amounts is Rs. 399.50 lacs.

(b) The rate of interest and other terms & conditions of the unsecured loan given by the company are not prima-facie prejudicial to the interest of the company;

(c) The unsecured loans are regularly serviced as per agreed terms;

(d) There is no overdue amount in respect of the said unsecured loans;

(e) An unsecured loan of Rs. 392.73 lacs was granted to the erstwhile Amrit Banaspati Company Ltd. (ABCL) by the then Amrit Enterprises Ltd. (now known as 'Amrit Banaspati Co.Ltd.'), a company covered under the register maintained u/s 301 of the Act under the Modified Rehabilitation Scheme (MRS) of ABCL sanctioned by the Hon'ble Board of Industrial & Financial Reconstruction (BIFR). Out of the said unsecured loan, a sum of Rs. 88.53 lacs has devolved on the company pursuant to the Scheme of Arrangement sanctioned by the jurisdictional High Courts and becoming effective from 1st April, 2006.

(f) The MRS provided that the said loan would be subordinated to institutions/banks term loans and would be repaid after payment to all financial institutions/banks. Accordingly, the interest on the said loan has been fixed at 10% on annual basis and is being regularly paid as per terms of MRS. The repayment of the loan commenced during the financial year 2010-11 and was completed during the year. The maximum a mount involved during the year was Rs. 44.27 Lacs and year-end balance was nil. In view of this, we are of the opinion that the rate of interest and other terms & conditions of the loan are not prejudicial to the interests of the company.

(g) The company has since repaid the unsecured loan during the financial year 2011-12.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. There was no continuing failure to correct major weaknesses in internal controls noticed by us during the course of our audit.

5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion and according the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding the value of Rs. 5 lacs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the company has complied with the directives issued by the Reserve Bank of India and the provisions of Sections 58A, 58AA or any other relevant provisions of the Act and the Rules framed there-under, wherever applicable with regard to the deposits accepted during the year. In accordance with the information and explanations given to us, there were no orders passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other "Tribunal" which have not been complied with.

7. In our opinion the company has an internal audit system which is commensurate with the size and nature of its business.

8. Under the Companies (Cost Accounting) Rules, 2011, the company is required to maintain cost records w.e.f. 1st April, 2011 in respect of milk processing. We have broadly reviewed the books of accounts maintained by the company, pursuant to the rules prescribed by the Central Government for the maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956 read with Companies (Cost Accounting) Rules, 2011 and are of the opinion that prima facie the prescribed accounts and records have been maintained . We have not, however, made a detailed examination of such accounts and records.

9. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, in our opinion the company is regular in depositing the undisputed statutory dues including provident fund, investor education & protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and any other material statutory dues as applicable with the appropriate authorities. According to the information and explanations given to us, there were no undisputed amounts payable in respect of the above dues which were outstanding as at 31st March, 2012 for a period of more than six months from the date of becoming payable.

(b) According to the records of the company examined by us, the particulars of the dues outstanding of income tax, sale tax wealth tax, service tax, custom duty, excise duty and cess as at 31st March, 2012 which have not been deposited on account of disputes, are as under:

Name of the Nature of Dues Amount Forum where Statutes (Rs. lacs) dispute is pending

Income Tax Withdrawal of 2,35,71,688/- High Court, Act, 1961 Investment Allahabad allowance and other disallowances

10. The company has no accumulated losses as at 31st March, 2012 and has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. The company has not during the year defaulted in the re-payment of dues to the bank. The company has no loans from financial institutions nor has it issued any debentures.

12. The company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

14. in respect of dealing/trading in shares, securities, debentures and other investments, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. All the shares, securities, debentures and other investments have been held by the company in its own name.

15. In our opinion, and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year. There is no corporate guarantee which is outstanding at the end of the year. Accordingly, clause 4(xv) of the order is not applicable.

16. The company has not obtained term loan from bank during the year ending 31st March, 2012.

17. According to the information and explanation given to us, in our opinion, there are no funds raised on a short term basis which have been used for long term investment.

18. During the year, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, clause 4(xviii) of the order is not applicable.

19. The company has not issued any debentures. Accordingly, clause 4(xix) of the order is not applicable.

20. The company has not raised any money by way of public issue during the year. Accordingly, clause 4(xx) of the order is not applicable.

21. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor we have been informed of such case by the management.

for V SAHAITRIPATHI & CO.

Chartered Accountants

Firm Regn. No. 000262N

MAHESH SAHAI

Place: Noida (Partner)

Date : 25th May, 2012 M.No. 06730


Mar 31, 2011

1. We have audited the attached Balance Sheet of Amrit Corp. Limited as at 31st March, 201 i, the Profit and Loss Account and also Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the management of Company. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report) Order, 2003 issued by the Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanation given to us, we set out in the Annexure, a statement on the matters specified in paragraph 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

i) We have obtained all the information and' explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

ii) In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books;

iii) The Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

iv) In our opinion, the Balance Sheet and Profit & Loss Account dealt with by this report have been prepared in compliance with the applicable accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

v) On the basis of information and explanation given to us and representations obtained from the Company and taken on record by the Board of Directors, we report that there is no Director of the company who, as at 31st March, 2011, is disqualified u/s 274 (1) (g) of the Companies Act, 1956, from being appointed as Director; and

vi) In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and Profit and Loss Account, read together with the significant accounting policies and Note 4 along-with other notes to accounts appearing in Schedule O and foot-notes appearing under other schedules, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:-

a) In the case of the Balance Sheet, of the State of Affairs of the company as at 31 st March, 2011;

b) In the case of the Profit and Loss Account, of the Profit for the year ending March 31st 2011;

c) In the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date

ANNEXURE TO AUDITORS' REPORT (Referred to in paragraph (3) of our report of even date)

Annexure referred to in paragraph (3) of Auditors' Report to the members of Amrit Corp. Limited on the financial statements for the year ended March 31, 2011

1. (a) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The company has a phased programme of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. In accordance with such programme, the management has physically verified its fixed assets during the year and no material discrepancies were noticed by them.

(c) During the year, there was no substantial disposal of fixed assets.

2. (a) According to the information and explanations given to us, physical verification of inventories is conducted by the management at periodic intervals. These intervals are reasonable having regard to the size of the company and the nature of its inventories.

(b) The procedures followed by the company for physical verification of inventories are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification as compared to book records.

3. (a) The company has granted unsecured loans amounting to Rs. 417 lacs to two (2) companies covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year in respect of aforesaid two parties is Rs 417 Lacs which is also the year-end balance of the loan amounts.

(b) The rate of interest and other terms & conditions of the unsecured loan given by the company are not prima-facie prejudicial to the interest of the company;

(c) The unsecured loans are regularly serviced as per agreed terms;

(d) There is no overdue amount in respect of the said unsecured loans;

(e) An unsecured loan of Rs. 392.73 lacs was granted to the erstwhile Amrit Banaspati Company Ltd. (ABCL) by the then Amrit Enterprises Ltd. (now known as 'Amrit Banaspati Co.Ltd.'), a company covered under the register maintained u/s 301 of the Act under the Modified Rehabilitation Scheme (MRS) of ABCL sanctioned by the Hon'ble Board of Industrial & Financial Reconstruction (BIFR). Out of the said unsecured loan, a sum of Rs. 88.53 lacs has devolved on the company pursuant to the Scheme of Arrangement sanctioned by the jurisdictional High Courts and becoming effective from 1st April, 2006.

(f) The MRS provided that the said loan would be subordinated to institutions/banks term loans and would be repaid after payment to all financial institutions/banks. Accordingly, the interest on the said loan has been fixed at 10% on annual basis and is being regularly paid as per terms of MRS. The repayment of the loan has commenced during the financial year 2010-11 and will be completed by 31st March, 2012. The maximum amount involved during the year and the year- end balance of such unsecured loan is Rs 88.53 Lacs and Rs 44.27 Lacs respectively. In view of this, we are of the opinion that the rate of interest and other terms & conditions of the loan are not prejudicial to the interests of the company.

(g) Interest is being regularly paid on the above loan. However, the repayment of the loan will be completed, as mentioned in (f) above, during the financial year 2011-12.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. There was no continuing failure to correct major weaknesses in internal controls noticed by us during the course of our audit.

5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion and according the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding the value of Rs. five lacs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the company has complied with the directives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant provisions of the Act and the Rules framed there- under, wherever applicable with regard to the deposits accepted during the year. In accordance with the information and explanations given to us, there were no orders passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other "Tribunal" which have not been complied with.

7. In our opinion the company has an internal audit system which is commensurate with the size and nature of its business.

8. Maintenance of cost records has not been prescribed by the Central Govt, under clause (d) of sub section (1) of section 209 of the Act in respect of the present manufacturing activities of the company.

9. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, in our opinion the company is regular in depositing the undisputed statutory dues including provident fund, investor education & protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and any other material statutory dues as applicable with the appropriate authorities. According to the information and explanations given to us, there were no undisputed amount's payable in respect of the above dues which were outstanding as at 31st March, 2011 for a period of more than six months from the date of becoming payable.

(b) According to the records of the company examined by us, the particulars of the dues outstanding of income tax, sale tax, Wealth tax, service tax, custom duty, excise duty and cess as at 31st March, 2011 which have not been deposited on account of disputes, are as under:

Name Nature of dues Amount (Rs.) Forum where of the dispute is statutes pending

Income Withdrawal of Rs. 2,35,71,688/- High Court Tax investment Allahabad Act, 1961 Allowance and other disallowances

10. The company has no accumulated losses as at 31st March, 2011 and has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. The company has not during the year defaulted in the re-payment of dues to the bank. The company has no loans from financial institutions nor has it issued any debentures.

12. The company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

14. In respect of dealing/trading in shares, securities, debentures and other investments, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. All the shares, securities, debentures and other investments have been held by the company in its own name.

15. In our opinion, and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year. There is no corporate guarantee which is outstanding at the end of the year. Accordingly, clause 4(xv) of the Order is not applicable.

16. Company has not obtained term loan from bank during the year ending 31st March, 2011.

17. According to the information and explanation given to us, in our opinion, there are no funds raised on a short term basis which have been used for long term investment.

18. During the year, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956! Accordingly, clause 4(xviii) of the order is not applicable.

19. The company has not issued any debentures. Accordingly, clause 4(xix) of the Order is not applicable.

20. The company has not raised any money by way of public issue during the year. Accordingly, clause 4(xx) of the Order is not applicable.

21. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor we have been informed of any such case by the management.

For V Sahai Tripathi & Co.

Chartered Accountants

Firms Registration No. 000262N

Manish Mohan

Place: Noida Partner

Date: 16,h July, 2011 M.No. 091607


Mar 31, 2010

1. We have audited the attached Balance Sheet of Amrit Corp.Limited as at 31st March, 2010, the Profit and Loss Account and also Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Management of Company. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanation given to us, we set out in the Annexure, a statement on the matters specified in paragraph 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

ii) In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books;

iii) The Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

iv) In our opinion, the Balance Sheet and Profit & Loss Account dealt with by this report have been prepared in compliance with the applicable accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

v) On the basis of information and explanation given to us and representations obtained from the Company and taken on record by the Board of Directors, we report that there is no Director of the Company who, as at 31st March, 2010, is disqualified u/s 274 (1) (g) of the Companies Act, 1956, from being appointed as Director; and

vi) In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and Profit and Loss Account, read together with the significant accounting policies and other notes to accounts appearing in Schedule O and foot-notes appearing under other schedules , give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:-

a) In the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March, 2010;

b) In the case of the Profit and Loss Account, of the Profit for the year ending March 31st 2010;

c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date

ANNEXURE TO AUDITORS REPORT (Referred to in paragraph (3) of our report of even date)

Annexure referred to in paragraph (3) of Auditors Report to the members of Amrit Corp. Limited on the financial statements for the year ended March 31, 2010

1.(a) The company has maintained proper records showing full particu -lars, including quantitative details and situation of fixed assets.

(b) The company has a phased programme of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. In accordance with such programme, the management has physically verified its fixed assets during the year and no material discrepancies were noticed by them.

(c) During the year, there was no substantial disposal of fixed assets.

2. (a) According to the information and explanations

given to us, physical verification of inventories is conducted by the management at periodic intervals. These intervals are reasonable having regard to the size of the company and the nature of its inventories.

(b) The procedures followed by the company for physical verification of inventories are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification as compared to book records.

3. (a) The Company has granted unsecured loan

amounting of Rs. 85 lacs to one (1) company covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year and the year- end balances of such advances aggregates to Rs. 91.05 lacs.

(b) The rate of interest and other terms & conditions of the unsecured loans given by the Company are not prima-facie prejudicial to the interest of the company;

(c) The unsecured loan is regularly serviced as per agreed terms;

(d) There is no overdue amount in respect of the said unsecured loan;

(e) An unsecured loan of Rs. 392.73 lacs was granted to the erstwhile Amrit Banaspati Company Ltd. (ABCL) by the then Amrit Enterprises Ltd.

(now known as Amrit Banaspati Co.Ltd.), a company covered under the register maintained u/s 301 of the Act under the Modified Rehabilitation Scheme (MRS) of ABCL sanctioned by the Honble Board of Industrial & Financial Reconstruction (BIFR). Out of the said unsecured loan, a sum of Rs. 88.53 lacs has devolved on the company pursuant to the Scheme of Arrangement sanctioned by the jurisdictional High Courts and becoming effective from 1s" April, 2006. Beside this, the Company has not received /obtained unsecured advances from any Company, covered in the register maintained under section 301 of the Companies Act, 1956.

(f) The MRS provided that the said loan would be subordinated to institutions/banks term loans and would be repaid after payment to all financial institutions/banks. Accordingly, the interest on the said loan has been fixed at 10% on annual basis and the repayment of the loan will commence from the financial year 2010-11 as per terms of MRS. In view of this, we are of the opinion that the rate of interest and other terms & conditions of the loan are not prejudicial to the interests of the company.

(g) Interest is being regularly paid on the above loan. However, the loan repayment will commence, as mentioned in (f) above, from the financial year 2010-11.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. There was no continuing failure to correct major weaknesses in internal controls noticed by us during the course of our audit.

5. (a) In our opinion and according to the information

and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion and according the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding the value of Rs. five lacs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the company has complied with the directives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA or any

other relevant provisions of the Act and the Rules framed there-under, wherever applicable with regard to the deposits accepted during the year. In accordance with the information and explanations given to us, there were no orders passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other "Tribunal" which have not been complied with.

7. In our opinion the company has an internal audit system which is commensurate with the size and nature of its business.

8. Maintenance of cost records has not been prescribed by the Central Govt, under clause (d) of sub section (1) of section 209 of the Act in respect of the present manufacturing activities of the company.

9. (a) According to the information and explanations

given to us and on the basis of our examination of the books of account, in our opinion the company is regular in depositing the undisputed statutory dues including provident fund, investor education & protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and any other material statutory dues as applicable with the appropriate authorities. According to the information and explanations given to us, there were no undisputed amounts payable in respect of the above dues which were outstanding as at 31s March, 2010 for a period of more than six months from the date of becoming payable.

(b) According to the records of the company examined by us, the particulars of the dues outstanding of income tax, sale tax, wealth tax, service tax, custom duty, excise duty and cess as at 31st March, 2010 which have not been deposited on account of disputes, are as under:

Name Nature of dues Amount Forum where

of the dispute is

statutes pending

Income Withdrawal of Rs. 2,35,71,688/- High Court

Tax investment Allahabad

Act, 1961 Allowance

and other

disallowances

10. The company has no accumulated losses as at 31st March, 2010 and has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. The company has not during the year defaulted in the re-payment of dues to the bank. The company has no loans from financial institutions nor has it issued any debentures.

12. The company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

14. In respect of dealing/trading in shares, securities, debentures and other investments, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. All the shares, securities, debentures and other investments have been held by the Company in its own name.

15. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. There is no corporate guarantee which is outstanding at the end of the year. Accordingly, clause 4(xv) of the order is not applicable.

16. Company has not obtained term loan from bank during the year ending 31s1 March, 2010.

17. According to the information and explanation given to us, in our opinion, there are no funds raised on a short term basis which have been used for long term investment.

18. During the year, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, clause 4(xviii) of the order is not applicable.

19. The company has not issued any debentures. Accordingly, clause 4(xix) of the order is not applicable.

20. The company has not raised any money by way of public issue during the year. Accordingly, clause 4(xx) of the order is not applicable.

21. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have we been informed of any such case by the management.

For V Sahai Tripathi & Co.

Chartered Accountants

Firms Registration No. 000262N

Manish Mohan

Place: Noida Partner

Date: 24th July, 2010 M.No. 091607